For your reference, as a member of the Stocksy United cooperative, you have agreed to the obligations and conditions of the agreement below.
This document explains Class C Stakeholders, term defintions, obligations, and defines the associated documents required for membership within the cooperative.
THIS MEMBERSHIP AGREEMENT dated this 21st day of February, 2013
BETWEEN: STOCKSY UNITED, a cooperative registered in the Province of Alberta with a head office at:
304 - 560 Johnson Street
(hereinafter called the "Cooperative")
Type of Membership: STAKEHOLDER GROUP C
Number of Member Shares: 1 CLASS C SHARE
This Agreement witnesses that in consideration of the mutual covenants of the parties, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party, the parties hereby agree with each other as follows:
1.1 Definitions: In this Agreement all capitalized terms used but not otherwise defined herein shall have their respective meanings assigned to such terms in the Articles of Incorporation (the “Articles”) or the Bylaws (the “Bylaws”) of the Cooperative.
2. Application for Membership and Subscription for Member Share(s)
2.1 Application: The Member hereby makes application for Membership in the Cooperative as a Member of Stakeholder Group [C]. The Member hereby represents and warrants that he or she meets and will continue to meet the expectations and qualifications for Membership set out in the Articles and the Bylaws.
2.2 Member Share(s): Pursuant to the Articles of the Cooperative, each Member of Stakeholder Group [C] is limited to holding no more than [1 Class “C” Share]. The Member hereby subscribes for [1 Class “C” Share]at a non-par value of $1.00 per member share, for a total sum of $ 1.00 (the “Subscription Amount”). The Member shall give $ 1.00 to the Cooperative from their first sale, representing payment in full for the [1 Class “C” Share] to be acquired by the Member.
2.3 Approval: On the payment of the Subscription Amount and upon execution of this Agreement by the Cooperative, the Purchaser shall be admitted as a Member of the Cooperative and the Cooperative shall issue a Membership Certificate in the name of the Member.
3. COVENANTS OF THE MEMBER
3.1 Governing Documents: The Member acknowledges having received a copy of this Agreement and all schedules attached hereto, together with the Articles and the Bylaws. The Member agrees to be bound by, to be subject to, and to abide by the provisions of this Agreement, the Member Supply Agreement contemplated in Section 3.4, the Articles and the Bylaws as they may be amended from time to time. A default under any of the above governing documents shall be deemed to be a default under all of them.
3.2 Representations and Warranties: The Member represents that he or she has the legal capacity to enter into this Agreement and that the entering into of this Agreement and the agreements contemplated hereby will not result in the breach of any other agreement to which the Member is a party or is otherwise bound. The Member further acknowledges and confirms that no representations, warranties or guarantees of any nature have been made to the Member by the Cooperative or any of the Cooperative's agents, directors, members or employees concerning, but not limited to, investment, earnings or resale potential and that no representations, warranties or guarantees, oral or written, have been made or relied upon by the Member which are not set forth in this Agreement, and by inclusion the Articles and the Bylaws. The Member further represents that he or she resides at the address specified on the first page of this Agreement.
3.3 Confidentiality: The Member acknowledges that, by virtue of being a Member in the Cooperative and being a party to the Member Supply Agreement and other documents or agreements with the Cooperative, he or she may become exposed to Confidential or Proprietary Information (defined below). The Member agrees, with respect thereto, to hold all Confidential or Proprietary Information in confidence and to use all reasonable precautions to assure that it is not disclosed to unauthorized persons or used in an unauthorized manner, both during and after the term of the Member’s Membership in the Cooperative. Without limiting the foregoing, the Member agrees to forthwith execute and deliver to the Cooperative a Non-Disclosure Agreement in a form as may be required by the Cooperative from time to time.
“Confidential or Proprietary Information” means all data, information, documents, software or materials relating to the business and management of the Cooperative, its Members, affiliates, licensors or licensees, that is designated as confidential or ought reasonably to be considered confidential, including but not limited to: their business model and operations, processes, customer lists, customer contact information, business opportunities, products, designs, pricing, promotions, business plans, business opportunities, alliances, artistic products and expressions, graphics, documentation, finances, research, development, know-how, trade-secrets, training materials, personnel, identities or personal information of any kind pertaining to Members, clients,
3.4 Supply Agreement: As a Member of the Cooperative, the Member is expected to supply artistic products for sale through the Cooperative. Accordingly, the Member shall deliver with this Agreement the Member Supply Agreement attached hereto as Schedule “A”, duly executed by the Member.
4.1 Notices: Any notices to be given under this Agreement shall be in writing and shall be deemed to be sufficiently served by delivery, mail or facsimile to the parties at the address set forth on the first page of this Agreement or such other address as the parties may, from time to time designate by notice to the other in accordance with the provisions hereof. Any notice delivered personally as aforesaid shall be deemed to have been received when delivered. Any notice faxed shall be deemed to have been received on the business day on which such notice is faxed (if sent during regular business hours; otherwise on the next business day), subject to receipt of confirmation of transmission.
4.2 Entire Agreement: The Cooperative and the Member agree that this Agreement and by inclusion the Member Supply Agreement, Articles and Bylaws, is the only agreement between them. This Agreement will become effective and binding upon both parties when signed by the Member in the space provided herein and accepted by the Cooperative and may not be amended or in any manner modified except in writing signed by both the Cooperative and the Member.
4.3 Interpretation: If any provision of this Agreement shall be found to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall, nevertheless, remain in full force and effect. All of the terms of this Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta, Canada without reference to the choice of law provisions thereof. The provisions of this Agreement shall survive the closing of the transaction contemplated hereby. The Member may not assign their rights under this Agreement.
5.1 The following schedule is attached to this Agreement and forms a part hereof:
Schedule “A” – Member Supply Agreement
The Member acknowledges receipt of the Articles, the Bylaws, the Member Supply Agreement and a copy of this Agreement on this 21st day of February, 2013.